EXHIBIT 10.2
AMENDMENT
This AMENDMENT dated as of January 1, 1996 is entered into between Statia
Terminals N.V., a corporation duly incorporated int he Netherlands Antilles with
of offices at St. Eustatius, Netherlands Antilles (hereinafter referred to as
the "Terminal Company" for purposes of the STORAGE AND THROUGHPUT AGREEMENT, and
"Statia" for purposes of the MARINE FUEL AGREEMENT), and **********, a
corporation duly incorporated in ********** with offices at **********
(hereinafter referred to as the "User" for purposes of the STORAGE AND
THROUGHPUT AGREEMENT, and ********** for purposes of the MARINE FUEL AGREEMENT).
The STORAGE AND THROUGHPUT AGREEMENT and the MARINE FUEL AGREEMENT are
collectively referred to as the "Agreements".
In consideration of the parties wish to amend the Agreements, the parties agree
as follows:
The following changes shall be made to the STORAGE AND THROUGHPUT AGREEMENT:
The first paragraph of Article 2.2 shall be amended to read as follows:
The Terminal Company shall make available to the User for User's use in
accordance with the terms and provisions of this Agreement and the
Terminal Regulations ********** (the "Segregated Storage"). Each tank
shall be capable of storing Commodities and shall be interconnected
with adequate piping and capable of loading User's vessels through the
in-line blending system.
A new Article 2.2.1 shall be added to the Agreement to read as follows:
* Asterisks indicate redacted language that has been granted confidential
treatment pursuant to Section 552(b)(4) of the Freedom of Information
Act. 5 U.S.C. ss. 552(b)(4) (1996); See 17 C.F.R. ss. 200.80(b)(4)
(1996).
EXHIBIT 10.2
Page 2
2.2.1 Flexibility to handle temporary overflows. Additional storage capacity
of up to ********** shall be provided for no more than **********, at
no additional charges, to the User in order to handle potential
overflows resulting from scheduling. In cases when additional
flexibility is required, either for storage capacity and/or extended
period, it shall be subject to the mutual agreement of the Parties, in
writing, on a case-by-case basis.
Articles 4.1, 5.1.1, and 5.2.1 shall each be amended to read as follows:
4.1 Term. The term of this Agreement shall commence on January 1, 1996 and,
subject to the provisions of Article VI of this Agreement, shall end at
midnight on December 31, 1996.
5.1.1. Monthly Charge. The User shall pay a Monthly charge consisting of
********** per month for the Segregated Storage.
5.2.1. Excess Throughput. In the event that the total number of inbound
Barrels of Commodities handled pursuant to the Marine Fuel Agreement,
as amended, exceeds **********, an Excess Throughput Fee of **********
shall apply.
The following changes shall be made to the MARINE FUEL AGREEMENT:
Sections 1,2,5,7, and 8 shall be amended to read as follows:
1. Term of Agreement. Subject to the provisions of Section 10 hereof, this
Agreement shall commence on January 1, 1996 (the "Term") and shall end
at midnight on December 31, 1996.
If either Party hereto is interested in extending this Agreement, such
Party shall so notify the other Party in writing no less than forty
five (45) days in advance of the date of termination hereof; in such
case, the Parties shall consult promptly with each other to consider
the possibility of extending this Agreement.
EXHIBIT 10.2
Page 3
2. ********** Responsibility.
a. ********** will supply to Statia, at Statia's Facility and
into * Segregated Storage, a ********** (the "Commodity" or
"Commodities") as may be agreed to between ********** and
Statia in accordance with his Agreement to support certain
marketing activities performed by Statia as later described
under Section 4 of this Agreement.
The Commodities shall comply with the specifications set forth
in Attachment A hereto. In the event the Commodities do not
comply with said specifications, the Parties shall mutually
determine the conditions for disposal of said Commodities.
b. ********** shall, at its sole expense, be responsible for
arranging any inspection services or laboratory testing which
may be performed in connection with the delivery of the
Commodities to Statia as provided for under Section 2.a above.
5. Purchase Price and Payment Terms.
a. For the purchase of Commodities may by Statia from **********
under this Agreement, Statia shall may ********** the
"Purchase Price", within thirty (30) days from the date of
actual delivery of the transfer of title of the Commodities
from ********** to Statia. Said Purchase Price shall be equal
to **********.
7. **********.
For the calculation of the ********** Price of the Commodities sold by
********** to Statia under this Agreement, the Parties have established the
following **********:
**********
8. Procedures.
The following procedures shall apply to all sales of Commodities:
a. At the end of each month, Statia shall forward to **********
the Bunker Fuel Purchase Orders (BFPO's) of all actual
deliveries during that month,
EXHIBIT 10.2
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based on the composition and quantities of the Bunker
Commodities actually delivered and the price to be paid by the
Statia Customer for such sale.
b. Upon receipt of the BFPO's report for each month **********
shall issue an invoice to Statia (the "Invoice"), setting
forth the amounts payable by Statia to ********** which
amounts shall be calculated in accordance to the provisions of
Section 5.a hereof.
c. At the end of the term of the Agreement, the inventory as
reflected on Statia's records will be confirmed by a physical
inventory (the "Inventory Confirmation"), and, if necessary,
an appropriate adjustment will be made. The Inventory
Confirmation shall be based on a report made by an independent
inspection company, which report shall be obtained at Statia's
sole expense. In the event of an Advance Termination as
provided for under Section 10.a hereto, the Inventory
Confirmation will be made within thirty (30) days after such
termination.
Notwithstanding the above, ********** shall have the right to
request from Statia information regarding inventories of the
Commodities.
It is expressly understood between the parties that this
Agreement, regulates the sale of Commodities by ********** to
Statia, therefore, ********** assumes no obligations or
liabilities whatsoever with respect to the sale of the Bunker
Commodities made by Statia to the Statia Customers. Any rights
and obligations arising from said sales are entirely
independent from and, except as specifically established under
Section 5.b hereof, shall not be affected by any sales of
Commodities as Bunker Commodities which may be made by Statia
to Statia Customers after having acquired title to the
Commodities from **********.
Attachments B, D, E, and F shall be deleted from the Marine Fuel Agreement.
All other terms and conditions of the Agreements shall remain in Full force and
effect.
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IN WITNESS WHEREOF, this Amendment has been executed in duplicate originals, as
of the day first herein specified.
STATIA TERMINALS N.V. **********
By:
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Title:
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